CHANGE OF LEGAL REPRESENTATIVE OF SINGLE-MEMBER LIMITED COMPANY

The enterprise’s legal representative is the person that, on behalf of the enterprise, exercises and performs the rights and obligations derived from the enterprise’s transactions, acts as the plaintiff, defendant or person with relevant interests and duties before in court, arbitration, and performs other rights and obligations prescribed by law. According to current Law on Enterprise, the change of legal representative of single-member limited liability company needs to be registered with the competent authority.

1.         Who is the legal representative of single-member limited liability company?

–          The company may have one or many legal representatives. The legal representative of a single-member can be the person with the following titles:

+          President of a single-member limited liability company; or

+          General Director or Director.

The company’s charter shall specify the quantity, position, rights and obligations of its legal representatives.

In case there are more than one legal representative, the charter shall specify the rights and obligations of each of them. Otherwise, each of the legal representatives shall fully representative the enterprise and take joint responsibility for any damage to the enterprise as prescribed by civil laws and relevant laws.

2.         Notable contents about the legal representative of single-member limited liability company

–          The company shall have at least one legal representative residing in Vietnam. Whenever this representative leaves Vietnam, he/she has to authorize another Vietnamese resident, in writing, to act as the legal representative, in which case the authorizing person is still responsible for the authorized person’s performance.

–          In case the only legal representative of the company is not present in Vietnam for more than 30 days without authorizing another person to act as the enterprise’s legal representative, or is dead, missing, facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, has difficulty controlling his/her own behaviors, is banned by the court from holding certain positions or doing certain works, the enterprise’s owner shall appoint another legal representative, except for the cases otherwise specified.

>> COMPANY PAYS SALARY IN FOREIGN CURRENCY, PERMITTED OR NOT? https://linconlaw.vn/company-pays-salary-in-foreign-currency-permitted-or-not/

>> SINGLE-MEMBER LIMITED LIABILITY COMPANY, PROCEDURES OF ESTABLISHMENT https://linconlaw.vn/single-member-limited-liability-company-procedures-of-establishment/

3.         Procedures for registration on change of legal representative of single-member limited liability company

Changing the legal representative of single-member limited liability company must be registered according to the prescribed order and procedures.

–          Step 1: Submitting application on change of legal representative of single-member limited liability company

The company sends the registration dossiers for change of the business registration content to the Business Registration Office where the company’s headquarters is located.

Dossiers for change of legal representative of single-member limited liability company include:

+          Notice of change of legal representative;

+          Copy of personal legal documents for the new legal representative;

+          Resolution or decision of the company owner on changing the legal representative of  single-member limited liability company.

–          Step 2: Application process on change of legal representative of single-member limited liability company

After receiving valid documents, the Business Registration Office issues a Receipt, checks the validity of the documents and issues a Business Registration Certificate to the enterprise.

Implementation time limit: 03 working days from the date of receipt of valid documents.